Common use of Rebate Adjustment Clause in Contracts

Rebate Adjustment. (i) In the event that the Independent Verifying Party shall determine that Medco is entitled to an Additional Rebate Amount with respect to any Calendar Year, Merck shall adjust the rebates for the four consecutive Calendar Quarters commencing with the Calendar Quarter beginning July 1 of the Calendar Year in which the Independent Verifying Party determines that Medco is entitled to an Additional Rebate Amount in such a way that Medco will have an opportunity to earn the Additional Rebate Amount during that period of four consecutive Calendar Quarters in addition to the rebates it would otherwise have an opportunity to earn during those Calendar Quarters. Notwithstanding anything herein to the contrary, Medco shall be entitled to no Additional Rebate Amount and no such adjustment will be required or made to the extent that, in the judgment of Merck, any such Additional Rebate Amount or any such adjustment would, alone or together with any other price reduction or other payment pursuant to this Restated Agreement (including any rebate or prompt payment discount) at any time available to any Medco Party, establish a new Best Price for Merck during any period with respect to any Merck Product, and the amount of any Additional Rebate Amount to which Medco would otherwise be entitled under this Section 4.4 shall be allocated and reduced to the extent necessary in the judgment of Merck so that such Additional Rebate Amount shall not establish a new Best Price with respect to any Merck Product. (ii) Medco's sole remedy for Merck's failure to comply with Sections 4.2 and 4.3 shall be its right to have its rebates prospectively adjusted in accordance with the terms of this Section 4.4.

Rebate Adjustment. (ia) In the event that the Independent Verifying Party shall determine that Medco is entitled to an Additional Rebate Amount with respect to any Calendar Year, Merck shall adjust the rebates for the four consecutive Calendar Quarters commencing with the Calendar Quarter beginning July 1 of the Calendar Year in which the Independent Verifying Party determines that Medco is entitled to an Additional Rebate Amount in such a way that Medco will have an opportunity to earn the Additional Rebate Amount during that period of four consecutive Calendar Quarters in addition to the rebates it would otherwise have an opportunity to earn during those Calendar Quarters. Notwithstanding anything herein to the contrary, Medco shall be entitled to no Additional Rebate Amount and no such adjustment will be required or made to the extent that, in the judgment of Merck, any such Additional Rebate Amount or any such adjustment would, alone or together with any other price reduction or other payment pursuant to this Restated Agreement (including any rebate or prompt payment discount) at any time available to any Medco Party, establish a new Best Price for Merck during any period with respect to any Merck Product, and the amount of any Additional Rebate Amount to which Medco would otherwise be entitled under this Section 4.4 shall be allocated and reduced to the extent necessary in the judgment of Merck so that such Additional Rebate Amount shall not establish a new Best Price with respect to any Merck Product. (iib) Medco's sole remedy for Merck's failure to comply with Sections 4.2 and 4.3 shall be its right to have its rebates prospectively adjusted in accordance with the terms of this Section 4.4.